EXHIBIT 23(H)(IX) UNDER FORM N-1A
EXHIBIT 10(H) UNDER ITEM 601/REG. S-K
AGREEMENT
FOR
SUB-ADMINISTRATIVE SERVICES
This AGREEMENT is made as of June 23, 2006, among FEDERATED SERVICES
COMPANY, a Pennsylvania corporation having its principal office and place of
business at Federated Investors Tower, 0000 Xxxxxxx Xxxxxx, Xxxxxxxxxx,
Xxxxxxxxxxxx 00000-0000 ("FEDERATED"), THE HUNTINGTON NATIONAL BANK, a
national banking association having its principal office and place of business
at 00 Xxxxx Xxxx Xxxxxx, Xxxxxxxx, XX 00000 ("HUNTINGTON" or "ADMINISTRATOR")
and THE HUNTINGTON FUNDS, a Delaware statutory trust having its principal
office and place of business at 0000 Xxxxxxxxx Xxxxx, Xxxxxxxxxx, XX 00000-
7010 (the "INVESTMENT COMPANY"). The Investment Company is entering into this
Agreement on behalf of (and legally binds) its portfolios now existing or
hereafter created, which shall be listed in the attached INVESTMENT COMPANY
EXHIBIT and revised from time to time (each such portfolio, including any
classes of shares, a "FUND" and collectively the "FUNDS"). Federated is
entering into this Agreement on behalf of itself and any of its subsidiaries
with which it may subcontract under this Agreement. The Investment Company,
Huntington and Federated may be individually and collectively referred to as a
"PARTY" or "PARTIES."
WHEREAS, the Investment Company is registered as an open-end management
investment company under the Investment Company Act of 1940 (the "1940 ACT"),
with authorized and issued shares of beneficial interests ("SHARES"), each of
which may be designated or divided into one or more classes ("CLASS" or
"CLASSES");
WHEREAS, Huntington desires to retain Federated as Sub-Administrator to
assist Huntington in providing Administrative Services to The Investment
Company, Federated agrees to provide such assistance, and Huntington agrees to
compensate Federated for such services;
NOW THEREFORE, in consideration of the promises and mutual covenants
contained in this Agreement, and intending to be legally bound, the Parties
agree to the following:
ARTICLE 1. APPOINTMENT AS SUB-ADMINISTRATOR.
The Investment Company and Huntington appoint Federated as Sub-
Administrator, and Federated accepts such appointment under the terms of this
Agreement.
ARTICLE 2. FEDERATED'S DUTIES AS SUB-ADMINISTRATOR.
Subject to the supervision and control of the Investment Company's Board of
Trustees ("BOARD") and in accordance with Proper Instructions (as defined
hereafter) from the Investment Company, Federated will provide facilities,
equipment, and personnel to carry out the following sub-administrative
services for operation of the business and affairs of the Investment Company
and each of its Funds. In all cases, Federated shall remain subject to the
supervision and control of the Investment Company's Board of Trustees
("BOARD"). Federated shall exclusively or in conjunction with any other Fund
administrator:
A. prepare, file, and maintain the Investment Company's governing
documents and any amendments thereto, including the Agreement
and Declaration of Trust (which has already been prepared and
filed) and By-laws (collectively, the "CHARTER DOCUMENTS"), and
minutes of Board and Fund shareholder meetings;
B. prepare and file with the Securities and Exchange Commission
("SEC") and the appropriate state securities authorities: (i)
the registration statements for the Investment Company and its
Shares, including any prospectus, statement of additional
information ("PROSPECTUS") any and all amendments and
supplements thereto ("REGISTRATION STATEMENT"); (ii) reports to
regulatory authorities and Fund shareholders (except that
Federated shall only review and file Forms N-SAR, N-CSR, N-Q and
N-PX); (iii) routine proxy statements; and (iv) such other
documents necessary for the Investment Company to continuously
offer its shares unless the Investment Company has directed
another service provider to be responsible for such document
preparation and filing;
C. prepare, negotiate, and administer contracts on behalf of the
Investment Company with, among others, the Investment Company's
administrators, investment advisers, sub-investment advisers,
fund accountants, custodians, and distributors, subject to any
applicable restrictions of the Board or the 1940 Act;
D. coordinate the layout and printing of Prospectuses and other
publicly disseminated reports;
E. perform internal audit examinations in accordance with
Federated's Internal Audit Department Charter and the Investment
Company's Audit Committee Charter;
F. coordinate and respond to routine SEC regulatory examinations of
the Funds;
G. assist with the design, development, and operation of the
Investment Company;
H. provide individuals reasonably acceptable to the Board for
nomination, appointment, or election as Investment Company
officers, who will manage certain of the Investment Company's
affairs as determined by the Board;
I. consult with the Investment Company, its Board, and any other
service providers on matters concerning the Investment Company
and its affairs; and
J. prepare compliance policies and procedures pursuant to Rule 38a-
1 under the 1940 Act with respect to the sub-administrative
services it provides, and coordinate with the Investment
Company's Chief Compliance Officer on annual reviews of
Federated's procedures as required by such rule.
The foregoing, along with any additional services that Federated shall
agree in writing to perform for the Investment Company under this Agreement,
shall hereafter be referred to as "SUB-ADMINISTRATIVE SERVICES." Federated's
oversight of other service providers shall not create any liability of
Federated for errors or omissions of these service providers in performing
their functions. Sub-Administrative Services shall not include any duties,
functions, or services to be performed for the Investment Company by its
investment adviser, sub-adviser, distributor, custodian, fund accountant
(recordkeeper) or transfer agent pursuant to their respective contracts with
the Investment Company or Huntington.
ARTICLE 3. COMMON PERSONNEL
Any person (even though also a Federated officer, director, trustee, partner,
employee or agent) who may be or become an Investment Company officer, trustee,
partner, employee or agent, shall be deemed, when rendering services to the
Investment Company or acting on any Investment Company business (other than
services or business in connection with Federated's duties hereunder) to be
rendering such services to or acting solely for the Investment Company and not
as a Federated officer, director, trustee, partner, employee or agent or one
under the control or direction of Federated even though paid by Federated.
ARTICLE 4. PROPER INSTRUCTIONS.
As used throughout this Agreement, a "PROPER INSTRUCTION" means written
instructions identifying the specific transaction or types of transactions
involved that is signed or initialed by one or more person or persons authorized
by the Board. Oral instructions are deemed Proper Instructions if (a) Federated
or Huntington reasonably believe they have been given by a person previously
authorized in writing to give such oral instructions with respect to the
transaction involved, and (b) the Investment Company, Huntington or Federated
promptly cause such oral instructions to be confirmed in writing. Proper
Instructions may include communications effected directly between electro-
mechanical or electronic devices provided that the Investment Company,
Huntington and Federated are satisfied that such procedures afford adequate
safeguards for the Funds' assets. Proper Instructions may only be amended in
writing.
ARTICLE 5. INVESTMENT COMPANY BOOKS, RECORDS AND PROPERTY.
Federated shall create, maintain and preserve all necessary books and
records in accordance with all applicable laws, rules and regulations,
including but not limited to records required by Section 31(a) of, and Rule
31a-2 under, the 1940 Act pertaining to the Sub-Administrative Services that
Federated performs and which are not otherwise created, maintained and
preserved by another party for the Investment Company. Such books and records
shall be the Investment Company's property.
The Investment Company or its authorized representatives may inspect such
books and records at Federated's premises during its normal business hours.
At the Investment Company's request or pursuant to Proper Instructions,
Federated will promptly provide copies of any such books and records to the
Investment Company or its authorized representatives at the Investment
Company's expense.
Upon the expiration of this Agreement and pursuant to Proper Instructions,
Federated will turn over to the Investment Company and cease to retain in
Federated's files, those Investment Company books, records and documents that
Federated created and maintained under this Agreement, provided that Federated
is reimbursed for all payments and expenses due and remaining under this
Agreement, and further provided that such books and records are no longer
needed by Federated in performing its services or for its protection. Absent
Proper Instructions regarding the delivery of Investment Company's books and
records, Federated may deliver them to the Investment Company's principal
place of business or retain them for six years, during the first two years of
which such documents will be in readily accessible form. Any books and
records in Federated's possession beyond that time period may be destroyed
without further notice. In addition, Federated has the right to deliver to a
bank or trust company, which is a "bank" as defined in the 1940 Act, of its
own selection, having an aggregate capital, surplus, and undivided profits, as
shown by its last published report, of not less than $2,000,000, all
Investment Company property (including books, records and documents) that
Federated held under this Agreement.
Federated agrees to maintain the security and confidentiality of nonpublic
personal information ("NPI") of Fund customers and consumers, as those terms
are defined in SEC's Xxxxxxxxxx X-X, 00 XXX Part 248. Federated agrees to use
and redisclose such NPI for the limited purposes of processing and servicing
transactions; for specified law enforcement and miscellaneous purposes; and to
service providers or in connection with joint marketing arrangements directed
by the Investment Company, in each instance in furtherance of fulfilling
Federated's obligations under this Agreement and consistent with the
exceptions provided in 17 CFR Sections 248.14, 248.15 and 248.13,
respectively.
Federated further agrees to maintain the confidentiality of the Fund's
nonpublic information it receives in its role as Sub-Administrator, and to
redisclose it only to authorized individuals or third parties in a manner
consistent with the services contemplated under this Agreement and as
proscribed or permitted by the Investment Company's policies and procedures on
the disclosure of confidential information.
ARTICLE 6. COMPENSATION AND EXPENSES.
As compensation for services under this Agreement, Huntington shall
compensate Federated in accordance with the schedule of fees and expenses
outlined in the Agreement's Sub-Administrative Services Fee Exhibit, and such
other provisions provided in this Agreement. Any fee exhibits shall be dated
and executed by a duly authorized officer of Huntington and Federated. Any
amendments or adjustments to these fee exhibits shall be in writing and
similarly executed. However, from time to time in its sole discretion,
Federated may waive all or a portion of such compensation it is entitled to
receive under this Agreement. All rights of compensation shall survive the
termination of this Agreement.
Any compensation payable to Federated shall be prorated for periods of less
than a month, and shall be calculated with references to a Fund's assets as
determined in the time and manner specified in each Fund's Prospectus.
Huntington will accrue daily and pay Federated monthly (or daily at
Federated's request) all compensation contemplated under this Agreement and
the Investment Company will pay Federated monthly (or daily at Federated's
request) all out of pocket expenses contemplated under this Agreement. Out-
of-pocket expenses include but are not limited to postage (including overnight
courier service), envelopes, travel, duplicating, supplies, microfiche,
disaster recovery, and expenses incurred at the specific direction of the
fund. Out-of-pocket disbursements shall also include such other items agreed
upon between the Parties from time to time. The Investment Company will
reimburse Federated for any non-routine expenses (reasonable or otherwise) it
incurs at Huntington's or the Investment Company's request or consent or if
the expenses are not normally associated with performing Sub-Administrative
Services. Federated will maintain detailed information about such
compensation and out of pocket expenses.
Federated shall be responsible for expenses incurred in providing office
space, equipment, and personnel as may be necessary or convenient to provide
the Sub-Administrative Services, including the compensation of Federated
employees who serve as Investment Company trustees or officers. Unless the
Agreement explicitly provides to the contrary, the Investment Company shall be
solely responsible, and shall promptly reimburse Federated, for all expenses
Federated incurs on Huntington's or the Investment Company's behalf, including
without limitation fees and expenses related to: postage and courier services;
printing, document production, registration and filings; travel; outside
counsel, independent auditors, or other professional services; organization of
the Investment Company and its Funds; insurance coverage; interest; membership
in trade organizations; compensation of persons who are not Federated's
employees; custody, fund accounting, investment advisory, and other service
providers; brokerage services; taxes; Board members; fees payable to federal,
state and other governmental agencies; and all other expenses properly payable
by the Investment Company.
ARTICLE 7. DOCUMENTS.
A. On or before the execution of this Agreement, the Investment Company
shall provide Federated with the following documents:
(1) A copy of the Investment Company's Charter Documents;
(2) A copy of the Board resolution authorizing this Agreement;
(3) A copy of each Fund's Prospectus.
B. From time to time, the Investment Company will furnish Federated with
following documents:
(1) Each Board resolution authorizing the original issuance of
Shares;
(2) The Investment Company's Registration Statement and related
amendments as filed with the SEC, and orders regarding the sale
of Shares;
(3) A certified copy of each amendment to the Charter Documents;
(4) Certified copies of each Board vote authorizing Investment
Company officers to give Proper Instructions; and
(5) Such other certifications, documents or opinions that Federated
may, in its discretion, deem necessary or appropriate to
properly perform its duties under this Agreement.
ARTICLE 8. REPRESENTATIONS AND WARRANTIES.
A. REPRESENTATIONS AND WARRANTIES OF FEDERATED
Federated represents and warrants to the Investment Company that:
(1) It is a corporation duly organized, existing and in good
standing under the laws of the Commonwealth of Pennsylvania;
(2) It is duly qualified to carry on its business in each
jurisdiction where the nature of its business requires such
qualification;
(3) It is empowered under applicable laws, its organizational
documents and company proceedings to enter into and perform this
Agreement;
(4) It has and will have access to the necessary facilities,
equipment and personnel to perform its duties and obligations
under this Agreement; and
(5) It is in compliance with federal securities law requirements and
is in good standing to serve as an administrator under this
Agreement.
B. REPRESENTATIONS AND WARRANTIES OF THE INVESTMENT COMPANY
The Investment Company represents and warrants to Federated that:
(1) It is an investment company duly organized, existing and in good
standing under the laws of its state of organization;
(2) It is empowered under applicable laws, by its Charter Documents
and company proceedings to enter into and perform its
obligations under this Agreement;
(3) It is an open-end investment company registered under the 1940
Act; and
(4) A registration statement under the Securities Act of 1933 and
1940 Act is or will be effective, and appropriate authorizations
for state securities law filings have been made and will
continue to be made, with respect to all Shares being offered
for sale.
C. REPRESENTATIONS AND WARRANTIES OF HUNTINGTON
Huntington represents and warrants to Federated and the Investment
Company that:
(1) It is a nationally-chartered banking institution duly organized,
existing and in good standing under the laws of its charter;
(2) It is duly qualified to carry on its business in each
jurisdiction where the nature of its business requires such
qualification;
(3) It is empowered under applicable laws, its organizational
documents and company proceedings to enter into and perform this
Agreement;
(4) It has and will have access to the necessary facilities,
equipment and personnel to perform its duties and obligations
under this Agreement; and
(5) It is in compliance with federal securities law and applicable
federal and state banking requirements and is in good standing
to serve as an administrator under this Agreement.
ARTICLE 9. INVESTMENT COMPANY'S RESPONSIBILITIES.
The Investment Company shall be solely responsible for the distribution of
a Fund's offering document and its Registration Statement and for complying
with all applicable requirements of the Internal Revenue Code, and any other
laws, rules and regulations of government authorities having jurisdiction.
ARTICLE 10. FEDERATED'S RESPONSIBILITY.
Federated shall not be liable for any error of judgment or mistake of law
or for any loss suffered by the Investment Company in connection with the
matters to which this Agreement relates, except a loss resulting from willful
misfeasance, bad faith, or gross negligence on Federated's part in the
performance of its duties or from reckless disregard by it of its obligations
and duties under this Agreement.
ARTICLE 11. ASSIGNMENT.
Except as provided below, neither this Agreement nor any of the rights or
obligations under this Agreement may be assigned by either Party without the
written consent of the other Party.
A. Either Party may assign all of or a substantial portion of its business
to a successor, or to a party controlling, controlled by, or under
common control with such Party upon prior written notice. This
Agreement shall inure to the benefit of and be binding upon the Parties
and their respective permitted successors and assigns.
B. Without further consent of the Investment Company, Federated may
subcontract for the performance of Sub-Administrative Services with Xxxx
Xxxxx LLP and/or Federated Administrative Services, a wholly-owned
subsidiary of Federated, or with any other subsidiary owned or
controlled by Federated Investors, Inc. Federated shall be held to the
same level of responsibility and liability to the Investment Company for
this subcontractor's acts and omissions.
C. Without further consent of the Investment Company, Federated may
subcontract for the performance of blue sky registration and reporting.
Federated shall be held to the same level of responsibility and
liability to the Investment Company for this subcontractor's acts and
omissions.
D. Upon Proper Instructions from the Investment Company, Federated will
subcontract for the performance of services under this Agreement with an
agent selected by the Investment Company, other than as described in B.
and C. above; but Federated is not responsible for the acts and omissions
of such agent.
ARTICLE 12. INDEMNIFICATION.
A. INDEMNIFICATION BY INVESTMENT COMPANY
Federated shall not be responsible for and the Investment Company or
Fund shall indemnify and hold harmless Federated, including its
affiliates and all their officers, directors, trustees, employees,
shareholders and agents against any and all losses, damages, costs,
charges, counsel fees, payments, expenses and liabilities arising out
of or attributable to:
(1) The acts or omissions of any entity that contracts with and/or
provides services to the Investment Company (including any
adviser, sub-adviser, custodian, fund accountant, transfer
agent, or administrator other than Federated) other than a
subcontractor Federated selects under Article 11.B. or 11.C.
(2) The reliance on or use by Federated or its agents or
subcontractors of information, records and documents in proper
form which
(a) are received by Federated or its agents or subcontractors
from advisers, sub-advisers, custodian, fund accountant,
transfer agent, administrator other than Federated, or
other third parties contracted by or approved by the
Investment Company or Fund for use in the performance of
services under this Agreement; or
(b) have been prepared and/or maintained by the Investment
Company or its affiliates or any other person or firm on
behalf of the Investment Company.
(3) The reliance on, or the carrying out by Federated or its agents
or subcontractors of, Proper Instructions of the Investment
Company or a Fund.
(4) The offer or sale of Shares in violation of any requirement
under the federal securities laws or regulations or the
securities laws or regulations of any state that such Shares be
registered in such state or in violation of any stop order or
other determination or ruling by any federal agency or any state
with respect to the offer or sale of such Shares in such state.
Provided, however, that Federated shall not be protected by this
Article 12A. from liability for any act or omission resulting
from Federated's willful misfeasance, bad faith, gross
negligence, or reckless disregard of its duties.
B. Reliance
At any time Federated may apply to an Investment Company officer for
instructions, and may consult with legal counsel (who may be counsel
for the Investment Company) with respect to any matter arising in
connection with the services to be performed by Federated under this
Agreement, and Federated and its agents or subcontractors shall not be
liable and shall be indemnified by the Investment Company or the
appropriate Fund for any action reasonably taken or omitted by it in
good faith reliance upon such instructions or upon the opinion of such
counsel, provided such action is not in violation of applicable
federal or state laws or regulations.
C. Notification
The Party seeking indemnification under this Agreement ("CLAIMANT")
shall use all reasonable care to promptly identify and notify the
Party against whom indemnification is or may be sought ("INDEMNIFIER")
concerning any situation that involves or probably will involve a
claim for indemnification, and shall advise the Indemnifier of all
pertinent facts and developments concerning such situation. The
Indemnifier has the option to defend Claimant against any
indemnifiable claim. If the Indemnifier elects to defend the
Claimant, Indemnifier must first notify Claimant before taking over
complete defense of the claim. Thereafter, Claimant shall initiate no
further legal or other expenses for which it would seek
indemnification under this Agreement. Further, the Claimant shall not
confess any claim or compromise any case for which the Indemnifier
would be obligated to indemnify Claimant unless the Indemnifier gives
prior written consent.
ARTICLE 13. TERM AND TERMINATION OF AGREEMENT.
The services and compensation under this Agreement shall take effect on
June 23, 2006 and the Agreement shall continue through October 31, 2006
("INITIAL TERM"). Thereafter, the Agreement will automatically renew for
successive twelve (12) month terms (a "RENEWAL TERM") unless Federated
receives written notice of termination from the Investment Company no less
than ninety (90) days prior to the expiration of the Initial Term or a Renewal
Term. The termination date for all original or after-added Funds that are, or
become, covered under this Agreement shall be coterminous.
In addition, each Party reserves the right to immediately terminate this
Agreement upon giving written notice of: the dissolution or liquidation of
either Party or other cessation of business other than a merger,
reorganization or recapitalization, sale of all or substantially all of the
assets of such Party as an ongoing business, or other transaction designed to
defeat or frustrate the economic purposes and contractual obligations of
either Party under this Agreement; financial difficulties on the part of
either Party which is evidenced by the authorization or commencement of, or
involvement by way of pleading, answer, consent, or acquiescence in, a
voluntary or involuntary case under Title 11 of the United States Code, as
from time to time is in effect, or any applicable law, other than said Title
11, of any jurisdiction relating to the liquidation or reorganization of
debtors or to the modification or alteration of the rights of creditors; or a
final, unappealable judicial, regulatory or administrative ruling or order in
which either Party has been found guilty of criminal behavior in the conduct
of its business.
If the Investment Company terminates this Agreement, it bears full
responsibility and will promptly reimburse Federated for its reasonable out-
of-pocket expenses associated with transferring or moving Investment Company
books, records and materials maintained by Federated under this Agreement.
Additionally, Federated reserves the right to charge for any other reasonable
expenses associated with such termination. The provisions of ARTICLE 10.
FEDERATED'S RESPONSIBILITY and ARTICLE 12. INDEMNIFICATION shall survive this
Agreement's termination.
ARTICLE 14. NOTICES.
Unless otherwise specifically provided herein, notices and other writings
shall be delivered or mailed postage prepaid to the Investment Company at 0000
Xxxxxxxxx Xxxxx, Xxxxxxxxxx, XX 00000-0000, Attention: Secretary, to
Huntington at Xxxxxxxxxx Xxxxxx, 0xx Xxxxx, 00 Xxxxx Xxxx Xxxxxx, Xxxxxxxx, XX
00000, Attention: Xxxxxx X. Xxxxxxx, Executive Vice President, Private
Financial Group, or to Federated Services Company at Federated Investors
Tower, 0000 Xxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx, 00000-0000, Attention:
Secretary, or to such other address as the Investment Company or Federated may
hereafter specify in writing, and shall be deemed to have been properly
delivered or given hereunder.
ARTICLE 15. GOVERNING LAW AND VENUE
The laws of the Commonwealth of Pennsylvania shall govern the construction
and interpretation of this Agreement without regard to the conflict of laws
principle. The Parties irrevocably consent to the jurisdiction and venue of
any federal or state court in Allegheny County in the Commonwealth of
Pennsylvania, in connection with any action or proceeding arising out of this
Agreement. The Parties also irrevocably waive the right to object to the
venue of any court on the ground of forum non conveniens.
ARTICLE 16. AMENDMENTS AND ADDITIONAL PROVISIONS.
This Agreement may be amended or modified only by a written agreement
executed by the Parties. From time to time, Federated, Huntington and/or the
Investment Company may agree on interpretive or additional provisions under
this Agreement that are consistent with the Agreement's operation and general
tenor and do not contravene any applicable federal or state regulations or any
provision of the Charter Documents. Any such interpretive or additional
provisions shall be written, signed by the Parties, and attached to this
Agreement, but shall not be deemed to be an amendment to this Agreement.
ARTICLE 17. COUNTERPARTS.
This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original.
ARTICLE 18. MERGER OF AGREEMENT.
This Agreement constitutes the entire agreement between the Parties and
supersedes any prior oral or written agreement of the Parties.
ARTICLE 19. SEVERABILITY.
In the event any provision of this Agreement is held illegal, void or
unenforceable, the balance of this Agreement shall remain in effect.
ARTICLE 20. FORCE MAJEURE.
Federated shall have no liability for cessation of services hereunder or
any damages resulting therefrom to the Investment Company as a result of work
stoppage, power or other mechanical failure, natural disaster, governmental
action, communication disruption or other impossibility of performance.
However, Federated represents that it has a business continuity plan designed
to restore services as promptly as practicable upon such events.
ARTICLE 21. LIMITATIONS OF LIABILITY OF INVESTMENT COMPANY TRUSTEES AND
SHAREHOLDERS.
The execution and delivery of this Agreement have been authorized by the
Investment Company Trustees and signed by an authorized Investment Company
officer, acting as such, and neither such authorization by these Trustees nor
such execution and delivery by such officer shall be deemed to have been made
by any of them individually or to impose any liability on any of them
personally, and the obligations of this Agreement are not binding upon any of
the Trustees or shareholders of the Investment Company, but bind only the
property of the individual Funds, or Class, as provided in the Agreement and
Declaration of Trust.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed in their names and on their behalf by and through their duly
authorized officers, as of the day and year first above written.
THE HUNTINGTON FUNDS
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
FEDERATED SERVICES COMPANY
By: /s/ Xxxxxxx X. Xxxxx, Xx.
Name: Xxxxxxx X. Xxxxx, Xx.
Title: Vice President
THE HUNTINGTON NATIONAL BANK
By: /s/ B. Xxxxxxxx Xxxxxxx
Name: B. Xxxxxxxx Xxxxxxx
Title: Executive Vice President and Chief
Investment Officer
